Board members
Board Meetings
1
ARCC Meetings
Held
2
Attended
Held
Attended
Dr Chua Yong Hai
6
6
N/A
Mr Ooi Eng Peng
6
5
4
4
Mr Tan Guong Ching
6
6
4
4
Mr Michael Patrick Dwyer
6
6
4
4
Mr Victor Ong Wei Tak
(alternate to Michael Patrick Dwyer)
6
N/A
N/A
Mr Hiroshi Sugita
3
6
4
Mr Akihiro Noguchi
4
6
2
Mr Ian Andrew Smith
6
6
Mr Gary John Symons
5
6
4
Mr David Ian MacGregor
6
6
Mr Philip Henry Lewis Levinson
6
6
6
4
3
Mr Christopher Dale Calvert
7
6
2
4
1
Professor Ong Seow Eng
8
6
6
4
4
1 Not including other meetings attended by directors with Management.
2 The Board held an ad-hoc Board Meeting on 17 April, relating to General Review of the performance fees structure.
3 Mr Hiroshi Sugita, resigned as Non-Executive Director on 9 June 2014.
4 Mr Akihiro Noguchi, was appointed as Non-Executive Director on 9 June 2014.
5 Mr Gary John Symons resigned as Non-Executive Director on 7 July 2014.
6 Mr Philip Henry Lewis Levinson, was appointed as CEO and Executive Director on 31 March 2014. As CEO, Mr Levinson attends all ARCC meetings
although he is not a member of the ARCC.
7 Mr Christopher Dale Calvert, resigned as CEO and Executive Director on 28 February 2014. Mr Christopher Dale Calvert, being also the CEO attends
all ARCC meetings although he is not a member of the ARCC.
8 Professor Ong Seow Eng, resigned as Non-Executive Director on 28 October 2014.
9 The term “10% shareholder” shall refer to a person who has share, or those shares, is not less than 10% of the total votes attached to all the voting
shares in the company. “Voting Shares” exclude interest or interests in one or more voting shares in the company and the total votes treasury shares.
The Manager’s Articles of Association permit Board
meetings to be held by way of telephone conference or
by means of similar communication equipment by which
all persons participating in the meeting are able to hear
and be heard by all other participants.
COMPOSITION OF THE BOARD
Principle 2: There should be a strong and independent
element on the Board, which is able to exercise objective
judgement on corporate affairs independently, in
particular, from Management and 10% shareholders
9
.
No individual or small group of individuals should be
allowed to dominate the Board’s decision making.
The Board is represented by members with a breadth of
expertise in banking, finance, accounting, real estate, law
and management. It comprises eight members, of whom
three are Independent Non-Executive Directors. The CEO
is the only Executive Director on the Board.
The Board believes that the current board size,
composition and balance between Executive, Non-
Executive and Independent Directors is appropriate
review the performance and strategies of CIT. Members
of the Board also meet periodically without the presence
of Management to discuss and review Management
performance.
The ARCC was established to assist the Board in its
oversight of CIT and the Manager’s governance in relation
to financial, risk, audit and compliance matters. The ARCC
scope of authority and responsibilities are defined in its
term of reference and in compliance with the revised
2nd edition of the Audit Committee ("AC") Guidelines
announced in August 2014
As at 31 December 2014, the number of meetings held
and directors’ attendances are set out in the tables below:
CAMBRIDGE INDUSTRIAL TRUST | A WINNING FORMULA
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